Compensation; Waiver of Lien Sample Clauses

Compensation; Waiver of Lien. The fees and expenses of the Escrow Agent relative to its duties under this Agreement in the amount of $12,850.19 have been paid by the Company on the date hereof. Such amount is payment in full to the Escrow Agent relative to its duties hereunder. The Escrow Agent expressly waives any lien upon or claim against the moneys and investments in the Escrow Fund.

Compensation; Waiver of Lien. Tigrent shall pay the Escrow Agent the fees set forth on Exhibit A attached hereto for its services as the Escrow Agent hereunder and shall reimburse the Escrow Agent for all reasonable expenses, disbursements and advances incurred or made by it in the performance of its duties hereunder (including, without limitation, the reasonable out-of-pocket fees, expenses and disbursements of its counsel). Tigrent and Rich Dad shall indemnify and hold the Escrow Agent, its affiliates, officers, directors, employees and agents (each an “Indemnified Party”) harmless for, from and against any and all taxes, out-of-pocket expenses (including reasonable counsel fees, costs, losses, assessments, liabilities, claims, damages, fines, penalties, actions, suits or other charges incurred by or assessed against Escrow Agent) arising out of (i) Tigrent or Rich Dad’s actions or omissions or (ii) Escrow Agent’s action taken or omitted hereunder and/or in reliance upon Tigrent or Rich Dad’s written direction or instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered to Escrow Agent and reasonably believed by Escrow Agent to be genuine or bearing the signature of a person or persons authorized by Tigrent or Rich Dad to sign, countersign or execute the same; provided, Tigrent and Rich Dad shall not indemnify an Indemnified Party for any claim arising from the Indemnified Party’s judicially determined negligence or willful misconduct in the performance of its duties under this Agreement. The agreements contained in this Section 7 shall survive any termination of the duties of the Escrow Agent hereunder or its resignation. The Escrow Agent expressly waives any lien upon or claim against the moneys and investments in the Cash Collateral Account and the Escrow Account; provided, however, the Escrow Agent shall be entitled, following written notice delivered to Tigrent and Rich Dad, to reimburse itself for any unpaid fees and expenses due Escrow Agent from Tigrent under this Section 7 that remain unpaid for 30 days first, from amounts then on deposit in the Cash Collateral Account and, second, from amounts then on deposit in the Escrow Account.